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This excerpt taken from the GPS 10-Q filed Jun 9, 2009. 33.5 Termination for Failure to Implement Benchmark Adjustments If (1) Supplier fails to adjust its pricing as required under Section 8.2B (Benchmark Adjustments), or (2) Gap (in its sole discretion) does not accept Suppliers proposal to reduce its prices to the Benchmark as set forth in Section 8.2B(2) (Benchmark Adjustments), Gap may, upon sixty (60) days notice to Supplier, (a) terminate this Agreement, at no fee to Gap, as to the Aggregated Service or Aggregated Services that were not reduced to the Benchmark, or (b) at Gaps option, the Agreement as a whole. Notwithstanding the preceding sentence, Gap shall be responsible for Stranded Costs. Gaps election to terminate under this Section shall be made within one hundred and eighty (180) days of either (1) Supplier fails to adjust its pricing as required under Section 8.2B (Benchmark Adjustments), or (2) Gap (in its sole discretion) does not accept Suppliers proposal to reduce its prices to the Benchmark as set forth in Section 8.2B(2) (Benchmark Adjustments). |
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